Exhibit 2.3
FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT ("First Amendment") is made
and executed as of this 16th day of July, 1998 by and between CORPORATE OFFICE
PROPERTIES TRUST and CORPORATE OFFICE PROPERTIES, L.P. (collectively, the
"Buyer") and the Sellers listed on the signature page to this First Amendment
and defined in the Contribution Agreement (collectively, the "Sellers" and each
individually, a "Seller").
A. Sellers and Buyer entered into a Contribution Agreement dated May 14,
1988 pursuant to which Sellers agreed to contribute a property known as Xxxxxxx
and certain interests in Entities which own certain real estate and a mortgage
in Maryland to the Buyer in exchange for cash, the assumption of certain debt,
and Common Shares and Convertible Preferred Shares (the "Contribution
Agreement"). Capitalized terms used, but not defined, in this First Amendment
shall have the meanings given to such terms in the Contribution Agreement.
X. Xxxxxxx and Buyer desire to amend the Contribution Agreement as set forth
in this First Amendment.
NOW, THEREFORE, in consideration of the agreements contained herein and
intending to be legally bound hereby, Sellers and Buyer agree as follows:
1. Section 6.1 of the Contribution Agreement is hereby deleted in its
entirety and the following Section 6.1 is substituted in its place:
"6.1 First Closing. The assignment and transfer of the Interests, the
conveyance of Xxxxxxx, and the other transactions contemplated
herein with respect to all Sellers except the NBP 135 Sellers and
the Woodlands Sellers (the "First Closing") shall be consummated
on the date (the "First Closing Date"), after the shareholders of
the REIT have approved all of the transactions contemplated by
this Agreement, specified by Buyer on not less than seven (7) days
notice to Sellers (the "Buyer's Closing Notice"), provided that
the First Closing Date shall not be sooner than September 14,
1998, unless mutually agreed upon by Sellers and Buyer, or later
than forty-five (45) days after the shareholders of the REIT have
approved all of the transactions contemplated by this Agreement.
Sellers shall have the right to postpone the First Closing to a
date that is up to five (5) days after the First Closing Date
specified in Buyer's Closing Notice by giving Buyer notice of such
postponement. If the shareholders of the REIT have
not approved the transactions contemplated by this Agreement by
October 30, 1998, this Agreement shall terminate and become null
and void, the Letter of Credit shall be returned to the Buyer, and
the parties shall be released from all liability or obligation to
the other. The Closing shall take place at the offices of Saul,
Ewing, Xxxxxx & Xxxx LLP, Centre Square West, 0000 Xxxxxx Xxxxxx,
00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, or at such other
place as may mutually agreed upon by the parties.
2. This First Amendment may be executed in counterparts, each of
which shall constitute an original, but all of which together shall constitute
one and the same document. Delivery of executed copies of this First Amendment
by facsimile transmission shall be deemed effective to amend the Agreement. Each
party transmitting such facsimile agrees to promptly deliver an original
executed copy of this First Amendment to the other party by recognized overnight
courier.
3. As amended by this First Amendment, the Contribution Agreement
shall remain in full force and effect.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, and intending to be legally bound hereby, Sellers and
Buyer have executed this First Amendment on the day and year first above
written.
BUYER:
CORPORATE OFFICE PROPERTIES, L.P.
By: Corporate Office Properties Trust, its
sole general partner
By:
---------------------------------------
Xxxx X. Xxxxxx, III
President and Chief Executive Officer
WITNESS SELLERS:
CONSTELLATION PROPERTIES, INC., a
Maryland corporation
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
NBP-I LIMITED PARTNERSHIP, a Maryland
limited partnership
By: Constellation Properties, Inc., a Maryland
corporation, General Partner
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
[SIGNATURES CONTINUED ON NEXT PAGE]
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NBP-II LIMITED PARTNERSHIP, a Maryland
limited partnership
By: Constellation Properties, Inc., a Maryland
corporation, General Partner
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
NBP-IV, LLC, a Maryland limited liability
company
By: CPI National Business Park, IV, Inc., a
Maryland corporation, Member
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
ST. BARNABAS LIMITED PARTNERSHIP, a Maryland
limited partnership
By: Constellation Properties, Inc., a Maryland
corporation, General Partner
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
By: CPO Constellation Centre, Inc., a Maryland
corporation, General Partner
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
[SIGNATURES CONTINUED ON NEXT PAGE]
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LAUREL TOWER ASSOCIATES LIMITED
PARTNERSHIP, a Maryland limited partnership
By: Constellation Properties, Inc., a Maryland
corporation, General Partner
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
By: CPO Xxxxxx Xxxxx, Inc., a Maryland
corporation, General Partner
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
THREE CENTRE PARK ASSOCIATES
LIMITED PARTNERSHIP, a Maryland limited
partnership
By: Constellation Properties, Inc., a Maryland
corporation, General Partner
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
By: CPO Three Centre Park, Inc., a Maryland
corporation, General Partner
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
[SIGNATURES CONTINUED ON NEXT PAGE]
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XXXXX'X WHARF LIMITED PARTNERSHIP, a Maryland
limited partnership
By: Constellation Properties, Inc., a Maryland
corporation, General Partner
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
By: CPI Xxxxx'x Wharf, Inc., a Maryland
corporation, General Partner
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
CRANBERRY-140 LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Constellation Properties, Inc., a Maryland
corporation, General Partner
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
TRED LIGHTLY LIMITED LIABILITY
COMPANY, a Maryland limited company
By: CPI Tred Avon, Inc., a Maryland
corporation, Member
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
[SIGNATURES CONTINUED ON NEXT PAGE]
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CONSTELLATION GATESPRING, LLC, a Maryland
limited partnership
By: CPI Gatespring, Inc., a Maryland
corporation, Member
---------------------------- By:
---------------------------------------
Xxxxxxx X. Xxxxxxx
President
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